Under the terms of the merger agreement, the Company and its advisors were permitted to actively solicit and negotiate alternative acquisition proposals from third parties during a "go-shop" period that began on May 23, 2013 and expired at 11:59 p.m. EDT on July 2, 2013.
During the "go-shop" period, the Company and its financial advisor, Perella Weinberg Partners LP, under the direction of the Special Committee of the Company's Board of Directors, undertook a broad solicitation effort, contacting 60 potential acquirers believed to have potential strategic or financial interest in an alternative transaction to the announced merger agreement.
These contacts resulted in six parties negotiating and entering into confidentiality agreements with the Company and receiving access to due diligence materials. None of the prospective buyers contacted during the "go-shop" period submitted an alternative acquisition proposal, and no other person has made an unsolicited proposal. Accordingly, no third party has been qualified as an "Excluded Party" for purposes of the merger agreement.
The Company is now subject to customary "non-solicitation" provisions that limit its ability to solicit, encourage, discuss or negotiate alternative acquisition proposals from third parties or to provide non-public information to third parties.
These non-solicitation provisions are subject to a "fiduciary out" provision that allows the Company to provide non-public information and participate in discussions and negotiations with respect to certain unsolicited written acquisition proposals and to terminate the merger agreement and enter into an alternative acquisition agreement with respect to a superior proposal in compliance with the terms of the merger agreement.
The Company also announced that it has received notice from the Federal Trade Commission granting early termination of the mandatory waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended, receipt of which was a condition to consummation of the proposed merger.
The proposed merger is expected to close before the end of the 2013 calendar year, subject to approval by the majority of stockholders unaffiliated with the SKM II funds as well as customary closing conditions.
About rue21, inc.
rue21 is a leading specialty apparel retailer offering exclusive branded merchandise and the newest trends at a great value. rue21 currently operates 941 stores in 47 states.
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